1
EXHIBIT 10.4
===============================================================================
Lease
for
Cascade Corporate Center
between
▇▇▇▇▇▇ INVESTMENTS CO.
as Landlord
and
TEAM AMERICA CORPORATION
as Tenant
for
Cascade VII
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
===============================================================================
2
TABLE OF CONTENTS
-----------------
Article Page
------- ----
I -- Lease of Premises 1
-----------------
Sec. 1.01 Lease of Premises 1
Sec. 1.02 Basic Lease Provisions 1
Sec. 1.03 Description of the Building, Premises and 3
Common Areas
II -- Term and Possession 4
-------------------
Sec. 2.01 Term 4
Sec. 2.02 Early Occupancy 4
Sec. 2.03 Delayed Possession 4
Sec. 2.04 Tenant's Acceptance of the Premises 4
Sec. 2.05 Surrender of the Premises 5
Sec. 2.06 Holding Over 5
III -- Rent 6
----
Sec. 3.01 Base Rent 6
Sec. 3.02 Annual Rental Adjustment 6
Sec. 3.03 Service Charge 9
IV -- Security Deposit 10
----------------
V -- Tenant Finish Improvements 10
--------------------------
Sec. 5.01 Construction 10
Sec. 5.02 Tenant's Contribution 11
VI -- Use of Premises 11
---------------
Sec. 6.01 Specific Use 11
Sec. 6.02 Covenants Regarding Use 11
Sec. 6.03 Access to and Inspection of the Premises 12
Sec. 6.04 Compliance with Laws 12
Sec. 6.05 Compliance with Building Rules and 13
Regulations
3
VII -- Utilities and Other Building Services 13
-------------------------------------
Sec. 7.01 Services to be Provided 13
Sec. 7.02 Additional Services 14
Sec. 7.03 Interruption of Services 15
Sec. 7.04 Payment for Utilities and Building Services 15
VIII -- Parking 15
-------
IX -- Repairs, Maintenance, Alterations, Improvements and Fixtures 15
------------------------------------------------------------
Sec. 9.01 Repair and Maintenance of Building 15
Sec. 9.02 Repair and Maintenance of Premises 16
Sec. 9.03 Alterations or Improvements 16
Sec. 9.04 Trade Fixtures 16
X -- Fire or Other Casualty; Casualty Insurance 16
------------------------------------------
Sec. 10.01 Substantial Destruction of the Building 16
or the Premises
Sec. 10.02 Partial Destruction of the Premises 17
Sec. 10.03 Casualty Insurance 17
Sec. 10.04 Waiver of Subrogation 18
Sec. 10.05 Personal Property, Trade fixtures and 18
Additional Improvements
XI -- General Public Liability, Indemnification and Insurance 18
-------------------------------------------------------
Sec. 11.01 Tenant's Responsibility 18
Sec. 11.02 Tenant's Insurance 19
Sec. 11.03 Landlord's Responsibility 19
XII -- Eminent Domain 20
--------------
XIII -- Liens 20
-----
XIV -- Rental, Personal Property and Other Taxes 21
-----------------------------------------
XV -- Assignment and Subletting 21
-------------------------
4
XVI -- Transfers by Landlord 22
---------------------
Sec. 16.01 Sale and Conveyance of the Building 22
Sec. 16.02 Subordination 22
XVII -- Defaults and Remedies 22
---------------------
Sec. 17.01 Defaults by Tenant 22
Sec. 17.02 Remedies of Landlord 23
Sec. 17.03 Default by Landlord and Remedies of Tenant 24
Sec. 17.04 Limitation of Landlord's Liability 24
Sec. 17.05 Non-Waiver of Defaults 25
Sec. 17.06 Attorneys' Fees 25
VXIII -- Landlord's Right to Relocate Tenant 26
-----------------------------------
XIX -- Notice and Place of Payment 26
---------------------------
Sec. 19.01 Notices 26
Sec. 19.02 Place of Payment 26
XX -- Miscellaneous General Provisions 26
--------------------------------
Sec. 20.01 Definition of Rent 26
Sec. 20.02 Consents and Approvals 27
Sec. 20.03 Estoppel Certificate 27
Sec. 20.04 Payment of and Indemnification 27
for Leasing Commissions
Sec. 20.05 Governing Law 27
Sec. 20.06 Complete Agreement; Amendments 27
Sec. 20.07 Successors and Assigns 28
Sec. 20.08 Severability of Invalid Provisions 28
Sec. 20.09 Definition of the Relationship 28
between the Parties
Sec. 20.10 Certain Words, Gender and Headings 28
Sec. 20.11 Quiet Enjoyment 28
XXI -- Additional Provisions 28
---------------------
5
CASCADE VII
OFFICE LEASE
This Lease is entered into and made as of the _________ day of
_________________, 19___, by and between ▇▇▇▇▇▇ INVESTMENTS CO., herein called
"Landlord", and TEAM AMERICA CORPORATION, herein called "Tenant".
WITNESSETH:
ARTICLE I - LEASE OF PREMISES.
Sec. 1.01 -- Lease of Premises. Landlord, in consideration of the rents and
covenants specified herein, does hereby demise, let and lease to Tenant, and
Tenant does hereby hire, take and lease from Landlord, on the terms and
conditions hereinafter set forth, the following described space, hereinafter
called the "Premises", for the term hereinafter specified.
Sec. 1.02 -- Basic Lease Provisions.
A. Building Name: CASCADE VII
Address: ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇,▇▇▇▇ ▇▇▇▇▇
Suite: 200 Floor(s): SECOND
B. Total Leasable Area in the Building: 20,000 Square Feet.
C. Leasable area in the Premises: 2,128 Square Feet. (See Exhibit B).
The Rentable Area for a full floor of the Building shall be the
area bounded by the exterior Building walls (measured to the interior
surface of the glass windows) excluding the area used for Building
stairs, vertical ducts, flues, vents, stacks and pipe shafts and
including the area used for the structural columns of the Building
and all vertical penetrations for the specific use of Tenant and a
prorata share of the Building common areas including entry, lobbies,
corridors, restrooms, janitor's closets, atriums, mechanical rooms,
telephone closets, etc. The Rentable Area for the Premises shall be
the total Rentable Area calculated for the floor or floors to be
occupied by Tenant or where only a portion of a floor is to be
occupied, the Rentable Area for the Premises shall be the area
calculated within the boundaries defined by any exterior Building
walls bounding the Premises (measured to the interior surface of the
glass windows), the center line of any
6
common walls separating the Premises from area leased or to be
leased to other tenants and the exterior of any walls separating
the Premises from any public corridors or other public or common
areas on such floors plus a prorata portion of the Building common
areas including entry lobbies, corridors, restrooms, janitor's
closets, atriums, mechanicals rooms, telephone closets, etc.
D. "Tenant's Proportionate Share" of the increase in Operating Expenses and
Taxes (based upon the leasable area in the Premises in relation to that in
the Building):
_______0________%.
E. Term: FOUR(4) years and FIVE(5) months, beginning on MAY 1, 1996 (the
"Commencement Date") and ending on SEPTEMBER 30, 2000 (the "Expiration
Date").
F. Annual Base Rent: $________________. SEE RENT SCHEDULE
G. Monthly Installments of Base Rent: $______________. SEE RENT SCHEDULE
H. Base Expenses: $_____0_________ ($____________ per square foot).
I. Base Taxes: $________0_________ ($____________ per square foot).
J. Security Deposit: ________0_______.
K. Tenant's Contribution for Tenant Finish Improvements: $______0________.
L. Broker(s): ________0___________.
M. Addresses for Notices and Payments:
Tenant: TEAM AMERICA CORPORATION
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
2
7
Landlord: ▇▇▇▇▇▇ INVESTMENTS CO.
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Sec. 1.03 -- Description of the Building, Premises and Common Areas.
Sec. 1.03(a) The Building. The name, address and number of square feet of
leasable area in the Building in which the Premises are located are specified
in Items A and B of the Basic Lease Provisions (which are set forth in Section
1.02 of this Lease). The Building is situated on a tract of land in the city
of ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ County, Ohio, which is more specifically described in
the schedule attached hereto as "Exhibit A-1". Any reference in this Lease to
the term "Building" shall include the "Common Areas" (as hereinafter defined),
including the land described in Exhibit A-1, unless the context requires
otherwise.
Sec. 1.03(b) The Premises. The Premises consist of office space containing
the number of square feet of leasable area specified in Item C of the Basic
Lease Provisions; are located in an area of the Building which is designated in
red on the floor plan(s) of the floor of floors specified in Item A of the
Basic Lease Provisions, said floor plan(s) being attached hereto as "Exhibit
B"; and are known or are to be known by the Suite number(s) specified in Item A
of the Basic Lease Provisions. The Premises are more specifically described in
the schematic drawings and specifications therefore, which are attached hereto
as "Exhibit C".
Sec. 1.03(c) The Common Areas. The term "Common Areas", as used in this
Lease, refers to the areas of the Building and the land described in Exhibit A
which are designed for use in common by all tenants of the Building and their
respective employees, agents, customers, invitees and others, and includes, by
way of illustration and not limitation, entrances and exits, hallways and
stairwells, elevators, restrooms, sidewalks, driveways, parking areas,
landscaped areas and other areas as may be designated by Landlord as part of
the Common Areas of the Building.
The lease of the Premises, as set forth in this Article I, shall include the
non-exclusive right to use the Common Areas in common with and subject to the
rights of other tenants in the Building and their respective employees, agents,
customers and invitees.
3
8
ARTICLE II -- TERM AND POSSESSION.
Sec. 2.01 -- Term. The term of this Lease shall be for the period of years
and months specified in Item E of the Basic Lease Provisions; and shall begin
and end on the Commencement Date and Expiration Date, respectively, specified
in Item E, unless such dates are postponed as provided in Sec. 2.03 or unless
this Lease is terminated earlier as provided elsewhere herein. Notwithstanding
early occupancy or delayed possession as provided in Sections 2.02 or 2.03, the
term of this Lease shall remain as specified in Item E.
Sec. 2.02 -- Early Occupancy. Landlord expects that it will have all
required tenant finish improvements, if any, completed and the Premises ready
for occupancy on or before the Commencement Date. If the Premises are ready
for occupancy prior to the Commencement Date, Landlord may, at Tenant's
request, deliver possession of the Premises to Tenant at such time, and Tenant
may occupy the Premises as a tenant from month-to- month, subject to all of the
terms, conditions and covenants of this Lease other than the term and the
obligation to pay the Annual Rental Adjustment as provided in Sections 2.01 and
3.02, respectively. In such event, Tenant shall pay the monthly installments
of base rent provided for in Section 3.01 and all additional rent other than
the Annual Rental Adjustment for the period between the date Landlord delivers
possession of the Premises to Tenant and the Commencement Date.
Sec. 2.03 -- Delayed Possession. If Landlord determines that it will be
unable to complete all required tenant finish improvements, if any, and have
the Premises ready for occupancy by the Commencement Date, Landlord shall give
Tenant written notice to that effect, and thereafter the Commencement Date
shall be postponed to the earlier of (i) the date upon which Landlord delivers
and Tenant accepts possession of the Premises or (ii) the thirtieth (30th) day
after Landlord shall have notified Tenant in writing that the Premises are
ready for occupancy. In the event of such postponement, the term of this Lease
shall remain the same, but the Expiration Date shall be extended for the same
number of days the Commencement Date was postponed; Tenant's obligation to pay
rent shall be postponed for a like number of days; and Landlord shall not be
liable to Tenant for any loss or damage resulting from Landlord's delay in
delivering possession of the Premises to Tenant.
Notwithstanding the foregoing, if Landlord is unable to deliver possession of
the Premises to Tenant or to notify Tenant that the Premises are ready for
occupancy within six months after the Commencement Date, then Tenant may
terminate this Lease by giving Landlord written notice of such termination,
whereupon each party shall be released from all further obligations and
liability hereunder.
If Landlord is unable to deliver possession of the Premises to Tenant or to
notify Tenant that the Premises are ready for occupancy by the Commencement
Date because Tenant has
4
9
requested substantial changes in the plans and specifications or because
of other causes attributable to Tenant, then the term shall begin, and
Tenant shall pay to Landlord all rent due, as of the Commencement Date,
even though Tenant has not taken possession of the Premises by such
date.
Sec. 2.04 -- Tenant's Acceptance of the Premises. Upon delivery of
possession of the Premises to Tenant as hereinbefore provided, Tenant shall
give Landlord a letter acknowledging (i) the original or revised Commencement
Date and Expiration Date of this Lease, (ii) that Tenant has accepted the
Premises for occupancy, and that the condition of the Premises, including the
tenant finish improvements constructed thereon, and the Building was at the
time satisfactory and in conformity with the provisions of this Lease in all
respects, except for any defects as to which Tenant shall give written notice
to Landlord within thirty (30) days after such delivery. Landlord shall
promptly thereafter correct all such defects. Tenant's letter shall become a
part of this Lease. If Tenant takes possession of and occupies the Premises,
Tenant shall be deemed to have accepted the Premises in the manner described in
this Section 2.04, even though the letter provided for herein has not been
given to Landlord.
In the event of a dispute between Landlord and Tenant over whether the tenant
finish improvements were constructed in accordance with the plans and
specifications therefor, a certificate signed by Landlord's architect stating
that such improvements were substantially completed in accordance with such
plans and specifications shall be conclusive and binding upon Tenant.
Sec. 2.05 -- Surrender of the Premises. Upon the expiration or earlier
termination of this Lease, or upon the exercise by Landlord of its right to
re-enter the Premises without terminating this Lease, Tenant shall immediately
surrender the Premises to Landlord, together with all alterations, improvements
and other property as provided elsewhere herein, in broom-clean condition and
in good order, condition and repair, except for ordinary wear and tear and
damage which Tenant is not obligated to repair, failing which Landlord may
restore the Premises to such condition at Tenant's expense. Upon such
expiration or termination, Tenant shall have the right to remove its property.
Tenant shall, at its expense, promptly repair any damage caused by any such
removal, and shall restore the Premises to the condition existing prior to the
installation of the items so removed.
Sec. 2.06 -- Holding-Over. In the event Tenant holds over and remains in
possession of the Premises with the consent of Landlord after the expiration or
earlier termination of this Lease, Tenant shall be deemed to hold the Premises
as a tenant from month-to-month, subject to all of the terms, conditions and
covenants of this Lease (which shall be applicable during the hold-over
period), except that the monthly base rent payable during such hold-over period
shall be such amount as may be agreed upon between the parties, but not less
than the monthly
5
10
installments of base rent payable hereunder at the time of such
expiration of earlier termination. Notwithstanding the foregoing
provision, no holding over by Tenant shall operate to extend this Lease,
and Tenant shall vacate and surrender the Premises to Landlord upon
Tenant's being given thirty (30) days prior written notice from Landlord
to vacate.
ARTICLE III -- RENT.
Sec. 3.01 -- Base Rent. Tenant shall pay to Landlord as base rent for the
Premises the annual sum specified in Item F of the Basic Lease Provisions,
payable in equal consecutive monthly installments as specified in Item G of the
Basic Lease Provisions, in advance, without deduction or offset, on or before
the first day of each and every calendar month during the term of this Lease;
provided, however, that if the Commencement Date shall be a day other than the
first day of a calendar month or the Expiration Date shall be a day other than
the last day of a calendar month, the base rent installment for such first or
last fractional month shall be pro-rated on the basis of the number of days
during the month this Lease was in effect in relation to the total number of
days in such month; and further provided, that Tenant shall pay the first
monthly installment of base rent upon exaction of this Lease.
Sec. 3.02 -- Annual Rental Adjustment.
Sec. 3.02(a) -- Definitions. For purposes of the Section 3.02, the following
definitions shall apply:
1. "Annual Rental Adjustment" -- shall mean the amount of Tenant's
Proportionate Share of the increase in Operating Expenses over Base
Expenses, and the increase in Taxes over Base Taxes, for a
particular calendar year.
2. "Base Expenses" -- shall mean the amount specified in Item H of the
Basic Lease Provisions as Base Expenses.
3. "Base Taxes" -- shall mean the amount specified in Item I of the
Basic Lease Provisions as Base Taxes. (Base Taxes have been
determined as though the Building were fully occupied and assessed
for general real estate tax purposes, even though the Building is
not fully occupied or assessed as of the date of this Lease.)
4. "Operating Expenses" -- shall mean the amount of all of Landlord's
direct cost and expenses paid or incurred in operating and
maintaining the Building (including the Common Areas and the land
described in Exhibit A-1) for a particular calendar year as
determined by Landlord in accordance with generally
6
11
accepted accounting principles or other recognized accounting
practices, consistently applied, including all additional direct
costs and expenses of operation and maintenance which Landlord
determines that it would have paid or incurred during such year if
the Building had been one hundred percent (100%) occupied,
including by way of illustration and not limitation: insurance
premiums; water, electrical and other utility charges other than
the separately billed electrical and other charges paid by Tenant
as provided in this Lease; service and other charges paid or
incurred in the operation and maintenance of the elevators and the
heating, ventilation and air-conditioning system; cleaning and
other janitorial services; tools and supplies; repair costs;
landscape maintenance costs; building security services; license
and permit fees; management fees; wages and related employee
benefits payable to the on-site employees of Landlord or its
management agent; and in general all other costs and expenses which
would, under generally accepted accounting principles, be regarded
as operating and maintenance cost and expenses, including those
which would normally be amortized over a period not exceeding five
(5) years. There shall also be included in Operating Expenses the
cost of any capital improvements made to the Building by Landlord
after the date of this Lease, which is required under any
governmental law or regulation that was not applicable to the
Building at the time it was constructed, or which is installed
pursuant to subsection C of this Section 3.02, with such cost being
amortized over such period of time and in such manner as Landlord
shall reasonably determine, together with interest on such cost or
the unamortized balance thereof at the rate of 10% per annum or at
the rate of interest paid or to be paid by Landlord for funds
borrowed to finance such cost, whichever is higher.
5. "Taxes" -- shall mean the amount of all general real estate taxes
and all special assessments and other charges levied or imposed by
any governmental authority against the Building (including the
Common Areas and the land described in Exhibit A-1) for a
particular calendar year, other than penalties for late payment;
and all costs and expenses incurred in contesting the validity or
amount of such taxes, assessments or other charges. Taxes shall be
computed as though the Building were fully occupied and assessed
for general real estate tax purposes, even though the Building is
not fully occupied or assessed as of the date of this Lease.
6. "Tenant's Proportionate Share" -- of the increase in Operating
Expenses over Base Expenses, and the increase in Taxes over Base
Taxes, for a particular calendar year shall be the percentage
specified in Item D of the Basic Lease
7
12
Provisions. This percentage was determined by dividing the
leasable area in the Premises by the total leasable area in the
Building.
Sec. 3.02(b) -- Payment Obligation. In addition to the base rent specified
in this Lease, Tenant shall pay to Landlord as additional rent for the
premises, in each calendar year or partial calendar year during the term of
this Lease, the following:
(i) An amount equal to Tenant's Proportionate Share of the increase,
if any, in Operating Expenses for such calendar year over and
above Base Expenses; and
(ii) An amount equal to Tenant's Proportionate Share of the increase,
if any, in Taxes for such calendar year over and above Base
Taxes.
The amount of Tenant's Proportionate Share of the increase in Operating
Expenses over Base Expenses, and the increase in Taxes over Base Taxes, for a
particular calendar year (herein referred to collectively as the "Annual Rental
Adjustment") shall be estimated annually by Landlord, and written notice
thereof shall be given to Tenant at least thirty (30) days prior to the
beginning of each calendar year. Tenant shall pay each month, at the same time
the monthly installment of base rent is due, an amount equal to one-twelfth
(1/12) of the estimated Annual Rental Adjustment. If Taxes or the cost of
utility charges or janitorial services increase during a calendar year,
Landlord may increase the estimated Annual Rental Adjustment during such year
by giving Tenant written notice to the effect, and thereafter Tenant shall pay
to landlord, in each of the remaining months of such year, an amount equal to
the amount of such increase in the estimated Annual Rental Adjustment divided
by the number of months remaining in such year.
Within ninety (90) days after the end of each such calendar year, Landlord
shall prepare and deliver to Tenant a statement showing in reasonable detail
the actual Operating Expenses and Tenant's actual Annual Rental Adjustment.
Within thirty (30) days after receipt of the aforementioned statement, Tenant
shall pay to Landlord, or Landlord shall credit against the next rent payment
or payments due from Tenant, as the case may be, the difference between
Tenant's actual Annual Rental Adjustment for the preceding calendar year and
the estimated amount paid by Tenant during such year.
If the actual Operating Expenses or Taxes for a particular calendar year are
equal to or less than Base Expenses or Base Taxes, respectively, then Tenant
shall not be obligated to make any payments in respect thereof, but Tenant
shall not be entitled to any reimbursement or abatement of base rent. If the
Commencement Date shall be a day other than the first day of a calendar year or
if the Expiration Date or other date of termination of this Lease shall be a
day other than the last day of a calendar year, then Tenant's actual Annual
Rental Adjustment for
8
13
such partial calendar year shall be pro-rated on the basis of the number
of days during the year this Lease was in effect in relation to the
total number of days in such year.
Sec. 3.02(c) -- Improved Operating Efficiency. If Landlord shall, at any
time after the Commencement Date, install a labor-saving device or other
equipment, which improves the operating efficiency of any system within
the Building (such as an energy management computer system) and thereby
reduces Operating Expenses, then Landlord may add to Operating Expenses
in each calendar year during the useful life of such installed device or
equipment an amount equal to the annual amortization allowance with
respect to the cost of such installed device or equipment as determined
in accordance with applicable regulations of the Internal Revenue
Service or generally accepted accounting principles, together with
interest on such cost or the unamortized balance thereof at the rate of
10% per annum or at the rate of interest paid or to be paid by Landlord
for funds borrowed to finance such cost, whichever is higher; provided,
however, that the amount of such annual amortization allowance and
interest shall not exceed the annual cost or expense reduction
attributed by Landlord to such installed device or equipment, and in no
event shall Tenant's Annual Rental Adjustment be increased over what it
would have been if such labor-saving device or other equipment had not
been installed.
Sec. 3.02(d) -- Tenant Verification. Tenant or its accountants shall have
the right to inspect and copy, at reasonable times and in a reasonable manner,
during the ninety (90) day period following the delivery of Landlord's
statement of the actual Operating Expenses and Taxes, such of Landlord's books
of account and records as pertain to and contain information concerning such
costs and expenses in order to verify the amounts thereof. If Tenant shall
dispute any item or items included in the determination of Operating Expenses
or Taxes for a particular calendar year, and such dispute is not resolved by
the parties hereto within ninety (90) days after the statement for such year
was delivered to Tenant, then either party may, within thirty (30) days
thereafter, request that a firm of independent certified public accountants
selected by Landlord render an opinion as to whether or not the disputed item
or items may properly be included in the determination of Operating Expenses or
Taxes for such year; and the opinion of such firm on the matter shall be
conclusive and binding upon the parties hereto. The fees and expenses incurred
in obtaining such an opinion shall be borne by the party adversely affected
thereby; and if more than one item is disputed and the opinion adversely
affects both parties, the fees and expenses shall be apportioned accordingly.
If Tenant shall not dispute any item or items included in the determination of
Operating Expenses or Taxes for a particular calendar year within ninety (90)
days after the statement for such year was delivered to it, Tenant shall be
deemed to have approved such statement.
Sec. 3.03 -- Service Charge. If any monthly installment of base rent or
additional rent provided for in this Lease, or any part thereof, is not paid
within the applicable period specified in Section 17.01(a), it shall be subject
to a service charge of one and one-half percent (1-1/2%)
9
14
of the unpaid rent due for each month or fraction thereof (or such
lesser percentage as may be the maximum amount permitted by law) until
paid.
ARTICLE IV -- SECURITY DEPOSIT.
As security for the performance and observance by Tenant of all of its
obligations under this Lease, Tenant has deposited with Landlord the sum
specified in Item J of the Basic Lease Provisions, which sum shall be held by
Landlord as a security deposit during the term of this Lease. If Tenant
performs and observes all of the terms, conditions and covenants of this
Lease which are required to be performed and observed by it, Landlord
shall return the security deposit, or balance thereof then held by
Landlord, without interest, to Tenant within thirty (30) days after the
Expiration Date or after Tenant surrenders possession of the Premises,
whichever is later. In the event of a default by Tenant in the payment
of rent or the performance or observance of any of the other terms,
conditions, or covenants of this Lease, then Landlord may, at its option
and without notice, apply all or any part of the security deposit in
payment of such rent or to cure any other such default; and, if Landlord
does so, Tenant shall, upon request, deposit with Landlord the amount so
applied so that Landlord will have on hand at all time during the term
of this Lease the full amount of the security deposit. Landlord shall
not be required to hold the security deposit in a separate or trust
account, but may commingle it with Landlord's other funds.
In the event of a sale of the land and Building of which the Premises are a
part, Landlord shall have the right to transfer the security deposit to its
purchaser, and Landlord shall thereupon be released by Tenant from all
responsibility for the return of such deposit; and Tenant agrees to look solely
to the new purchaser for the return of such deposit. In the event of an
assignment of this Lease by Tenant, the security deposit shall be deemed to be
held by Landlord as a deposit made by the assignee, and Landlord shall have no
further responsibility for the return of such deposit to the assignor.
ARTICLE V -- TENANT FINISH IMPROVEMENTS.
Sec. 5.01 -- Construction. Landlord shall construct or cause to be
constructed any required tenant finish improvements to the Premises in
accordance with the schematic drawings and specifications attached to this
Lease, made a part hereof and marked Exhibit C. Plans and specifications for
such tenant finish improvements shall be prepared by Landlord on the basis of
the schematic drawings and specifications attached hereto as Exhibit C; and
such plans and specifications shall be approved in writing by Tenant before the
commencement of any such construction. If Tenant requests that any changes be
made to the schematic drawings and specifications or the plans and
specifications prepared therefrom after Tenant has approved the same, then
Tenant shall pay Landlord for all costs and expenses, including architectural
and
10
15
engineering fees, resulting from such changes. No such changes shall be
made without the prior written approval of Landlord.
Sec. 5.02 -- Tenant's Contribution. In order to contribute to and reimburse
Landlord for all or a part of the cost of such tenant finish improvements,
Tenant shall pay to Landlord the sum specified in Item K of the Basic Lease
Provisions 50% of which shall be paid upon the execution of this Lease and the
remaining 50% of which shall be paid on or before the Commencement Date or the
date upon which Landlord delivers possession of the Premises to Tenant,
whichever is earlier.
ARTICLE VI -- USE OF PREMISES.
Sec. 6.01 -- Specific Use. The Premises shall be occupied and used
exclusively as office space and for purposes incidental thereto, and shall not
be used for any other purpose.
Sec. 6.02 -- Covenants Regarding Use. In connection with its use of the
Premises, Tenant agrees to do the following:
Sec. 6.02(a) Tenant shall use the Premises and conduct its business thereon
in a safe, careful, reputable and lawful manner; and Tenant shall not use the
Premises for any unlawful purpose or activity.
Sec. 6.02(b) Tenant shall not commit, nor allow to be committed, in, on or
about the Premises or the Building, any act of waste, including any act which
might deface, damage or destroy the Building or any part thereof; use or permit
to be used on the Premises any hazardous substance, equipment or other thing
which might cause injury to person or property or increase the danger of fire
or other casualty in, on or about the Premises; permit any objectionable or
offensive noise or odors to be emitted from the Premises; or do anything or
permit anything to be done which would disturb or tend to disturb other tenants
occupying leased space in the Building.
Sec. 6.02(c) Tenant shall not overload the floors of the Premises beyond
their designed weight-bearing capacity, which Landlord has determined to be
seventy-five (75) pounds per square foot live load, including an allowance for
partition load. Landlord reserves the right to direct the positioning of all
heavy equipment, furniture and fixtures which Tenant desires to place in the
Premises so as to distribute properly the weight thereof, and to require the
removal of any equipment or furniture which exceeds the with limit specified
herein.
Sec. 6.02(d) Tenant shall not use the Premises, or allow the Premises to be
used, for any purpose or in any manner which would, in Landlord's opinion,
invalidate any policy of
11
16
insurance now or hereafter carried on the Building or increase the rate
of premiums payable on any such insurance policy. Should Tenant fail to
comply with this covenant, Landlord may, at its option, require Tenant
to stop engaging in such activity or to reimburse Landlord as additional
rent for any increase in premiums charged during the term of this Lease
on the insurance carried by Landlord on the Premises and attributable to
the use being made of the Premises by Tenant.
Sec. 6.02(e) Tenant shall not inscribe, paint, affix or display any signs,
advertisements or notices on the Building, except for such tenant
identification information as Landlord permits to be included or shown on the
directory board in the main lobby and on or adjacent to the tenant access door
or doors to the Premises.
Sec. 6.03 -- Access to and Inspection of the Premises. Landlord, its
employees and agents and any mortgagee of the Building shall have the right to
enter any part of the Premises at reasonable times for the purposes of
examining or inspecting the same, showing the same to prospective purchasers,
mortgagees or tenants and making such repairs, alterations or improvements to
the Premises or the Building as Landlord may deem necessary or desirable. If
representatives of Tenant shall not be present to open and permit such entry
into the Premises at any time when such entry is necessary or permitted
hereunder, Landlord and its employees and agents may enter the Premises by
means of a master or pass key or otherwise. Landlord shall incur no liability
to Tenant for such entry, nor shall entry constitute an eviction of Tenant or a
termination of this Lease, or entitle the Tenant to any abatement of rent
therefor.
Sec. 6.04 -- Compliance with Laws. Tenant shall comply with all laws,
statutes, ordinances, rules, regulations and orders of any federal,
state or municipal government or other authority having jurisdiction
over and relating to the use and occupancy of the Premises, except that
Tenant shall not be responsible for or required to make structural
repairs to the Building or the Premises unless, in the case of the
latter, they are occasioned by its own negligence. The parties
acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C.
Section 12101 et seq.) and regulations and guidelines promulgated
thereunder, as all of the same may be amended and supplemented from time
to time (collectively referred to herein as the "ADA") establish
requirements for business operations, accessibility and barrier removal,
and that such requirements may or may not apply to the Premises and
Building depending on, among other things: (1) whether Tenant's
business is deemed a "public accommodation" or "commercial facility,"
(2) whether such requirements are "readily achievable," and (3) whether
a given alteration affects a "primary function area" or triggers "path
of travel" requirements. The parties hereby agree that: (a) Landlord
shall be responsible for ADA Title III compliance in the common areas of
the Building, except as provided below, (b) Tenant shall be responsible
for ADA Title III compliance in the Premises, including any leasehold
improvements or other work to be performed in the Premises under or in
connection with this Lease, and (c) Landlord may
12
17
perform, or require that Tenant perform and Tenant shall be responsible
for the cost of, ADA Title III "path of travel" requirements triggered
by alterations in the Premises. Tenant shall be solely responsible for
requirements under Title I of the ADA relating to Tenant's employees.
Sec. 6.05 -- Compliance with Building Rules and Regulations. Rules and
regulations governing the use and occupancy of the Building have been adopted
by Landlord for the mutual benefit and protection of all the tenants in the
Building. Tenant shall comply with and conform to the rules and regulations
currently in effect, which are set forth on a schedule attached hereto, made a
part hereof and marked "Exhibit A". Landlord shall have the right to amend
such rules and regulations or to make new rules and regulations from time to
time in any manner that it deems necessary of desirable in order to insure the
safety, care and cleanliness of the Building and the preservation of order
therein. Any such amendments to the rules and regulations shall be set forth
in writing and shall be given to Tenant, who shall thereafter comply with and
conform to the same. All such rules and regulations shall be made, applied and
enforced uniformly as to all tenants in the Building.
ARTICLE VII -- UTILITIES AND OTHER BUILDING SERVICES.
Sec. 7.01 -- Services to be Provided. Landlord shall furnish to Tenant,
between the hours of 8:00 a.m. and 6:00 p.m. on Monday through Friday and from
8:00 a.m. to 1:00 p.m. on Saturday of each week except on legal holidays and
except as noted below, the following utilities and other building services to
the extent considered by Landlord to be reasonably necessary for Tenant's
comfortable use and occupancy of the Premises for general office use or as may
be required by law or directed by governmental authority.
Sec. 7.01(a) Heating, ventilation and air-conditioning;
Sec. 7.01(b) Electricity for normal lighting and operating small business
machines and equipment in the Premises and the Common Areas;
Sec. 7.01(c) Water for lavatory and drinking purposes;
Sec. 7.01(d) Cleaning and janitorial service, including the supplying and
installing of paper towels, toilet tissue and soap on Monday through Friday of
each week except legal holidays;
Sec. 7.01(e) Washing of windows at intervals established by Landlord;
Sec. 7.01(f) Replacement of all lamps, bulbs, starters and ballasts as
required from time to time as a result of normal usage;
13
18
Sec. 7.01(g) Cleaning and maintenance of the Common Areas, including the
removal of rubbish and snow; and
Sec. 7.01(i) Repair and maintenance to the extent specified elsewhere in
this Lease.
Sec. 7.02 -- Additional Services. If Tenant requests any other utilities or
building services in addition to those identified above or any of the above
utilities or building services in frequency, scope, quality or quantities
substantially greater than those which Landlord determines are normally
required by other tenants in the Building for general office use or by tenants
in comparable office buildings, then Landlord shall use reasonable efforts to
attempt to furnish Tenant with such additional utilities or building services.
In the event Landlord is able to and does furnish such additional utilities or
building services, the cost thereof shall be borne by Tenant, who shall
reimburse Landlord monthly for the same as provided in Section 7.04.
If any lights, machines or equipment (including, but not limited to,
computers) used by Tenant in the Premises materially affect the temperature
otherwise maintained by the Building's air-conditioning system or generate
substantially more heat in the Premises than that which would normally be
generated by the lights and business machines typically used by other tenants
in the Building for general office use or by tenants in comparable office
buildings, then Landlord shall have the right to install any machinery or
equipment which Landlord considers reasonably necessary in order to restore the
temperature balance between the Premises and the rest of the Building,
including that which modifies the Building's air-conditioning system. All
costs expended by Landlord to install any such machinery and equipment and any
additional cost of operation and maintenance occasioned thereby shall be borne
by Tenant, who shall reimburse Landlord for the same as provided in Section
7.04.
Tenant shall not install or connect any electrical equipment other than the
business machines and equipment typically used for general office
purposes by tenants in office buildings comparable to the Building (a
computer not being an example of such a typical business machine or
equipment) without Landlord's prior written consent. If Landlord
determines that the electricity used by the equipment to be so installed
or connected exceeds the designed load capacity of the Building's
electrical system or is in any way incompatible therewith, then Landlord
shall have the right, as a condition to granting its consent, to make
such modifications to the electrical system or other parts of the
Building or Premises, or to require Tenant to make such modifications to
the equipment to be installed or connected, as Landlord considers to be
reasonably necessary before such equipment may be so installed or
connected. The cost of any such modifications shall be borne by Tenant,
who shall reimburse Landlord for the same (or any portion thereof paid
by Landlord) as provided in Section 7.04.
14
19
Sec. 7.03 -- Interruption of Services. Tenant understands and acknowledges
that any one or more of the utilities or other building services identified in
Section 7.01 may be interrupted by reason of accident, emergency or other
causes beyond Landlord's control, or may be discontinued or diminished
temporarily by Landlord or other persons until certain repairs, alterations or
improvements can be made; that Landlord does not represent or warrant the
uninterrupted availability of such utilities or building services; and that any
such interruption shall not be deemed an eviction or disturbance of Tenant's
right to possession, occupancy and use of the Premises or any part thereof, or
render Landlord liable to Tenant for damages by abatement of rent or otherwise,
or relieve Tenant from the obligation to perform its covenants under this
Lease.
Sec. 7.04 -- Payment for Utilities and Building Services. The cost of all
additional utilities or other building services furnished by Landlord at the
request of Tenant or as a result of Tenant's activities as provided in Section
7.02 shall be borne by Tenant, who shall be separately billed therefor and who
shall reimburse Landlord monthly for the same as additional rent, at the same
time the monthly installment of base rent and other additional rent is due.
The cost of all other utilities and building services identified in Section
7.01 shall be borne by Landlord as part of Operating Expenses.
ARTICLE VIII -- PARKING.
Landlord hereby gives to Tenant, its employees, agents customers and
invitees, the privilege of parking in the parking lot adjacent to the Building.
The same privilege has been or will be given to other tenants in the Building
and to their respective employees, agents, customers and invitees, and it does
not entitle Tenant or the other tenants to any particular assigned spaces in
the parking lot.
ARTICLE IX -- REPAIRS, MAINTENANCE, ALTERATIONS, IMPROVEMENTS AND FIXTURES.
Sec. 9.01 -- Repair and Maintenance of Building. Landlord shall keep and
maintain in good order, condition and repair the roof, exterior and
interior structural walls (including any plate glass windows comprising
a part thereof), foundation, basement, the Common Areas and the
electrical, plumbing, heating, ventilation and air-conditioning systems
serving the Premises and other parts of the Building. The cost of all
such repairs shall be borne by Landlord as part of Operating Expenses
except for those made to any electrical, plumbing, heating, ventilation
and air-conditioning components which have been installed in the
Premises pursuant to Section 7.02, and except for those made necessary
by the negligence, misuse or default of Tenant, its employees, agents,
customers or invitees, in which event they shall be borne by Tenant, who
shall be separately billed therefor and shall reimburse Landlord for the
same as additional rent.
15
20
Sec. 9.02 -- Repair and Maintenance of Premises. Landlord shall keep and
maintain the Premises in good order, condition and repair. Except for the
services specified in Section 7.01(E), (F) and (G), and except for ordinary
wear and tear and damage which Tenant is not obligated to repair as provided
elsewhere in this Lease, the cost of all such repairs and maintenance shall be
borne by Tenant, who shall be separately billed therefor and shall reimburse
Landlord for the same as additional rent.
Sec. 9.03 -- Alterations or Improvements. Tenant may not make or permit to
be made any alterations or improvements to the Premises without the prior
written consent of Landlord. If Landlord allows Tenant to make any such
alterations or improvements, Tenant shall make the same in accordance with all
applicable laws and building codes, in a good and workmanlike manner and in
quality equal to or better than the original construction of the Building and
shall comply with such requirements as Landlord considers necessary or
desirable, including without limitation requirements as to the manner in which
and the times at which such work shall be done and the contractor of
subcontractors to be selected to perform such work. Tenant shall promptly pay
all costs and expenses attributable to such alterations and improvements.
Tenant shall promptly repair any damage to the Premises or the Building caused
by any such alterations or improvements. Any alterations or improvements to
the Premises, except movable office furniture and equipment and trade fixtures,
shall become a part of the realty and the property of Landlord, and shall not
be removed by Tenant.
Sec. 9.04 -- Trade Fixtures. Any trade fixtures installed on the Premises by
Tenant at its own expense, such as movable partitions, counters, shelving,
showcases, mirrors and the like, may, and, at the request of Landlord, shall be
removed on the expiration or earlier termination of this Lease, provided that
Tenant is not then in default, that Tenant bears the cost of such removal, and
further that Tenant repairs at its own expense any and all damage to the
Premises resulting from such removal. If Tenant fails to remove any and all
such trade fixtures from the Premises on the expiration or earlier termination
of this Lease, all such trade fixtures shall become the property of Landlord
unless Landlord elects to require their removal, in which case Tenant shall
promptly remove same at its expense and restore the Premises to their prior
condition.
ARTICLE X -- FIRE OR OTHER CASUALTY; CASUALTY INSURANCE.
Sec. 10.01 -- Substantial Destruction of the Building or the Premises. If
either the Building or the Premises should be substantially destroyed or
damaged (which, as used herein, means destruction or material damage to at
least 50% of the Building or the Premises) by fire or other casualty, then
either party hereto may, at its option, terminate this Lease by giving the
other party written notice of such termination within thirty (30) days after
the date of such casualty. In such event, rent shall be apportioned to and
shall cease as of the date of such
16
21
casualty. In such event, rent shall be apportioned to and shall cease
as of the date of such casualty. If neither party exercises this
option, then the Premises shall be reconstructed and restored, at
Landlord's expense, to substantially the same condition as they were
prior to the casualty; provided however, that Landlord's obligation
hereunder shall be limited to the reconstruction of such of the tenant
finish improvements as were originally required to be made by Landlord
in accordance with the plans and specifications referred to in Section
5.01; and further provided that, if Tenant has made any additional
improvements pursuant to Section 9.03, Tenant shall reimburse Landlord
for the cost of reconstructing the same. In the event of such
reconstruction, rent shall be abated from the date of the casualty until
substantial completion of the reconstruction repairs; and this Lease
shall continue in full force and effect for the balance of the term.
Sec. 10.02 -- Partial Destruction of the Premises. If the Premises should
be damaged by fire or other casualty, but not substantially destroyed or
damaged to the extent provided in Sec. 10.01, then such damaged part of the
Premises shall be reconstructed and restored, at Landlord's expense, to
substantially the same condition as it was prior to the casualty; provided
however, that Landlord's obligation hereunder shall be limited to the
reconstruction of such of the tenant finish improvements as were originally
required to be made by Landlord in accordance with the plans and specifications
referred to in Section 5.01, and further provided that, if Tenant has made any
additional improvements pursuant to Section 9.03, Tenant shall reimburse
Landlord for the cost of reconstructing the same. In such event, if the damage
is expected to prevent Tenant from carrying on its business in the Premises to
an extent exceeding 30% of its normal business activity, rent shall be abated
in the proportion which the approximate area of the damaged part bears to the
total area in the Premises from the date of the casualty until substantial
completion of the reconstruction repairs; and this Lease shall continue in full
force and effect for the balance of the term. Landlord shall use reasonable
diligence in completing such reconstruction repairs, but in the event Landlord
fails to complete the same within one hundred eighty (180) days from the date
of the casualty, Tenant may, at its option, terminate this Lease by giving
Landlord written notice of such termination, whereupon both parties shall be
released from all further obligations and liability hereunder.
Sec. 10.03 -- Casualty Insurance. Landlord shall at all times during the
term of this Lease carry, at its own expense, a policy of insurance which
insures the Building, including the Premises, against loss or damage by fire or
other casualty (namely, the perils against which insurance is afforded
by the standard fire insurance policy and extended coverage
endorsement); provided, however, that Landlord shall not be responsible
for, and shall not be obligated to insure against, and loss of or damage
to any of Tenant's property or any additional improvements which Tenant
may construct on the Premises as provided in Section 10.05. If the
tenant finish improvements installed by Landlord pursuant to Section
5.01 or any alterations or improvements made by Tenant pursuant to
Section 9.03 result in an increase in the premiums
17
22
charge during the term of this Lease on the casualty insurance carried
by Landlord on the Building, then the cost of such increase in insurance
premiums shall be borne by Tenant, who shall be separately billed
therefor and shall reimburse Landlord for the same as additional rent.
Sec. 10.04 -- Waiver of Subrogation. Each party hereby releases the other
party and the other's employees, agents, customers and invitees from any and
all liability for any loss of or damage or injury to person or property
occurring in, on or about or to the Premises, the improvements to the Building
or personal property within the Building by reason of fire or other casualty
which could be insured against under a standard fire and extended coverage
insurance policy, regardless of cause, including the negligence of the other
party and its employees, agents, customers and invitees. Each party further
agrees that such insurance carried by either of them shall contain a clause
whereby the insurance company waived its right of subrogation against the other
party. Because the provisions of this Section 10.04 are intended to preclude
the assignment of any claim mentioned herein by way of subrogation or otherwise
to an insurance company or any other person, each party to this Lease shall
give to each insurance company which has issued to it one or more policies of
fire and extended coverage insurance notice of the provisions of this Section
10.04 and have such insurance policies properly endorsed, if necessary, to
prevent the invalidation of such insurance by reason of the provisions of this
Section 10.04.
Sec. 10.05 -- Personal Property, Trade Fixtures and Additional Improvements.
Notwithstanding Landlord's obligations as provided in Sections 10.03, 11.01,
11.03 or elsewhere in this Lease, Tenant shall bear the sole risk of any loss
of or damage to (i) any of its property on the Premises, including, but not
limited to, any furniture, machinery, equipment, goods, supplies or other
personal property owned or leased by Tenant or any trade fixtures owned or
leased by Tenant, or (ii) any additional improvements which Tenant may
construct on the Premises; and Landlord shall not be liable for any such loss
or damage, regardless of cause, including the negligence of Landlord and its
employees, agents, customers and invitees.
ARTICLE XI -- GENERAL PUBLIC LIABILITY, INDEMNIFICATION AND INSURANCE.
Sec. 11.01 -- Tenant's Responsibility. Tenant shall assume the risk of, be
responsible for, have the obligation to insure against, and indemnify Landlord
and hold it harmless from any and all liability for any loss of or damage or
injury to person (including death resulting therefrom) or proper occurring in,
on or about the Premises, regardless of cause, except for any loss or damage
from fire or other casualty as provided in Article X and except for that caused
by the sole negligence of Landlord and its employees, agents, customers and
invitees; and Tenant hereby releases Landlord from any and all liability for
the same. Tenant's obligation to indemnify Landlord hereunder shall include
the duty to defend against any claims asserted by
18
23
reason of such loss, damage or injury and to pay any judgments, settlements,
costs, fees and expenses, including attorneys' fees, incurred in connection
therewith. Notwithstanding Landlord's obligations hereunder, Tenant shall bear
the sole risk of any loss or damage to its property as provided in Section
10.05.
Sec. 11.02 -- Tenant's Insurance. Tenant, in order to enable it to meet its
obligation to insure against the liabilities specified in this Lease, shall at
all times during the term of this Lease carry, at its own expense, for the
protection of Tenant and Landlord, as their interests may appear, one or more
policies of general public liability and property damage insurance, issued by
one or more insurance companies acceptable to Landlord, with the following
minimum coverages:
A. Worker's Compensation -- minimum statutory amount.
B. Comprehensive General -- Not less than $1,000,000 Combined Single Limit
for both bodily injury and property damage.
Liability Insurance,
including Blanket Con-
tractual Liability,
Broad Form Property
Damage, Personal Injury,
Completed Operations,
Products Liability,
Fire Damage.
C. Fire and Extended Coverage, Vandalism and Malicious Mischief, and
Sprinkler Leakage insurance, for the full cost of replacement of
Tenant's property.
Such insurance policy(ies) shall name Landlord as an additional insured and
shall provide that it may not be cancelled on less than thirty (30) days prior
written notice to Landlord. Tenant shall furnish Landlord with Certificates of
Insurance evidencing such coverages. Should Tenant fail to carry such
insurance and furnish Landlord with such Certificates of Insurance after a
request to do so, Landlord shall have the right to obtain such insurance and
collect the cost thereof from Tenant as additional rent.
Sec. 11.03 -- Landlord's Responsibility. Landlord shall assume the risk of,
be responsible for, have the obligation to insure against, and indemnify Tenant
and hold it harmless from, any and all liability for any loss of or damage or
injury to person (including death resulting therefrom) or property (other than
Tenant's property as provided in Section 10.05) occurring in, on or about the
Common Areas, regardless of cause, except for that caused by the
19
24
sole negligence of Tenant and its employees, agents, customers and
invitees; and Landlord hereby releases Tenant from any and all liability
for the same. Landlord's obligation to indemnify Tenant hereunder shall
include the duty to defend against any claims asserted by reason of such
loss, damage or injury and to pay any judgments, settlements, costs,
fees and expenses, including attorneys' fees, incurred in connection
therewith.
ARTICLE XII -- EMINENT DOMAIN.
If the whole or any part of the Premises shall be taken for public or
quasi-public use by a governmental or other authority having the power of
eminent domain or shall be conveyed to such authority in lieu of such taking,
and if such taking or conveyance shall cause the remaining part of the Premises
to be untenantable and inadequate of use by Tenant for the purpose for which
they were leased, then Tenant may, at its option, terminate this Lease as of
the date Tenant is required to surrender possession of the Premises by giving
Landlord written notice of such termination. If a part of the Premises shall
be taken or conveyed but the remaining part is tenantable and adequate for
Tenant's use, then this Lease shall be terminated as to the part taken or
conveyed as of the date Tenant surrenders possession; Landlord shall make such
repairs, alterations and improvements as may be necessary to render the part
not taken or conveyed tenantable; and the rent shall be reduced in proportion
to the part of the Premises so taken or conveyed. All compensation awarded for
any such taking or conveyance shall be the property of Landlord without any
deduction therefrom for any present or future estate of Tenant, and Tenant
hereby assigns to Landlord all of its right, title and interest in and to any
such award. However, Tenant shall have the right to recover from such
authority, but not from Landlord, such compensation as may be awarded to Tenant
on account of moving and relocation expenses and depreciation to and removal of
Tenant's property.
ARTICLE XIII -- LIENS.
If, because of any act or omission of Tenant or any person claiming by,
through, or under Tenant, any mechanic's lien or other lien shall be filed
against the Premises or the Building or against other property of Landlord
(whether or not such lien is valid or enforceable as such), Tenant shall, at
its own expense, cause the same to be discharged of record within thirty (30)
days after the date of filing thereof, and shall also indemnify Landlord and
hold it harmless from any and all claims, losses, damages, judgments,
settlements, costs and expenses, including attorneys' fees, resulting therefrom
or by reason thereof. Landlord may, but shall not be obligated to, pay the
claim upon which such lien is based so as to have such lien released of record;
and, if Landlord does so, then Tenant shall pay to Landlord as additional rent,
upon demand, the amount of such claim, plus all other costs and expenses
incurred in connection therewith, plus interest thereon at the rate of twelve
percent (12%) per annum until paid.
20
25
ARTICLE XIV -- RENTAL, PERSONAL PROPERTY AND OTHER TAXES.
Tenant shall pay before delinquency any and all taxes, assessments,
fees or charges, including any sales, gross income, rental, business
occupation or other taxes, levied or imposed upon Tenant's business
operations in the Premises and any personal property or similar taxes
levied or imposed upon Tenant's trade fixtures, leasehold improvements
or personal property located within the Premises. In the event any such
taxes, assessments, fees or charges are charged to the account of, or
are levied or imposed upon the property of, Landlord, Tenant shall
reimburse Landlord for the same as additional rent. Notwithstanding the
foregoing, Tenant shall have the right to contest in good faith any such
item and to defer payment until after Tenant's liability therefor is
finally determined.
If any tenant finish improvements, trade fixtures, alterations or
improvements or business machines and equipment located in, on or about the
Premises, regardless of whether they are installed or paid for by Landlord or
Tenant and whether or not they are affixed to and become a part of the realty
and the property of Landlord, are assessed for real property tax purposes at a
valuation higher than that at which other such property in other leased space
in the Building is assessed, then Tenant shall reimburse Landlord as additional
rent for the amount of real property taxes shown on the appropriate county
official's records as having been levied upon the Building or other property of
Landlord by reason of such excess assessed valuation.
ARTICLE XV -- ASSIGNMENT AND SUBLETTING.
Tenant may not assign this Lease or sublet the Premises, or any part thereof,
without the prior written consent of Landlord; and any attempted assignment or
subletting without such consent shall be invalid. In the event of any such
permitted assignment or subletting, Tenant shall nevertheless at all times
remain fully responsible and liable for the payment of rent and the performance
and observance of all of Tenant's other obligations under the terms, conditions
and covenants of this Lease. No assignment or subletting of the Premises or
any part thereof shall be binding upon Landlord unless such assignee or
subtenant shall deliver to Landlord an instrument (in recordable form, if
requested) containing an agreement of assumption of all of Tenant's obligations
under this Lease. Upon the occurrence of an event of default, if all or any
part of the Premises are then assigned or sublet, Landlord, in addition to any
other remedies provided by this Lease or by law, may, at its option, collect
directly from the assignee or subtenant all rent becoming due to Landlord by
reason of the assignment or subletting. Any collection by Landlord from the
assignee or subtenant shall not be construed to constitute a waiver or release
of Tenant from the further performance of its obligations under this Lease or
the making of a new lease with such assignee or subtenant.
21
26
Landlord may, in its sole discretion, refuse to give its consent to any
proposed assignment or subletting for any reason, including, but not limited
to, the financial condition, creditworthiness or business reputation of the
proposed assignee or subtenant, the prevailing market or quoted rental rates
for space in the Building or other comparable buildings, and the proposed use
of the Premises by, or business of, the proposed assignee or subtenant. If
Landlord refuses to give its consent to any proposed assignment or subletting,
Landlord may, at its option, within thirty (30) days after receiving notice of
the proposal, terminate this Lease by giving Tenant thirty (30) days prior
written notice of such termination, whereupon each party shall be released from
all further obligations and liability hereunder.
ARTICLE XVI -- TRANSFERS BY LANDLORD.
Sec. 16.01 -- Sale and Conveyance of the Building. Landlord shall have the
right to sell and convey the Building at any time during the term of this
Lease, subject only to the rights of Tenant hereunder; and such sale and
conveyance shall operate to release Landlord from liability hereunder after the
date of such conveyance as provided in Section 17.04.
Sec. 16.02 -- Subordination. Landlord shall have the right to subordinate
this Lease to any mortgage presently existing or hereafter placed upon the
Building by so declaring in such mortgage; and the recording of any such
mortgage shall make it prior and superior to this Lease regardless of the date
of execution or recording of either document. Tenant shall, at Landlord's
request, execute and deliver to Landlord, without cost, any instrument which
may be deemed necessary or desirable by Landlord to confirm the subordination
of this Lease; and, if Tenant fails or refuses to do so, Landlord may execute
such instrument in the name and as the act of Tenant. Notwithstanding the
foregoing, no default by Landlord under any such mortgage shall affect Tenant's
rights hereunder so long as Tenant is not in default under this Lease. Tenant
shall, in the event any proceedings are brought for the foreclosure of any such
mortgage, attorn to the purchaser upon any such foreclosure and recognize such
purchaser as the landlord under this Lease.
ARTICLE XVII -- DEFAULTS AND REMEDIES.
Sec. 17.01 -- Defaults by Tenant. The occurrence of any one or more of the
following events shall be a default under and breach of this Lease by Tenant:
Sec. 17.01(a) Tenant shall fail to pay any monthly installment of base rent
or the Annual Rental Adjustment within ten (10) days after the same shall be
due and payable, or any other additional rent within thirty (30) days after the
same shall be due and payable.
22
27
Sec. 17.01(b) Tenant shall fail to perform or observe any term, condition,
covenant or obligation required to be performed or observed by it under this
Lease for a period of thirty (30) days after notice thereof from Landlord;
provided, however, that if the term, condition, covenant or obligation to be
performed by Tenant is of such nature that the same cannot reasonably be
performed within such thirty-day period, such default shall be deemed to have
been cured if Tenant commences such performance within said thirty-day period
and thereafter diligently undertakes to complete the same.
Sec. 17.01(c) Tenant shall vacate or abandon the Premises, or fail to occupy
the Premises for a period of thirty (30) days.
Sec. 17.01(d) A trustee or receiver shall be appointed to take
possession of substantially all of Tenant's assets in, on or about the
Premises or of Tenant's interest in this Lease (and Tenant does not
regain possession or sixty (60) days after such appointment); Tenant
makes an assignment for the benefit of creditors; or substantially all
of Tenant's assets in, on or about the Premises or Tenant's interest in
this Lease are attached or levied upon under execution (and Tenant does
not discharge the same within sixty (60) days thereafter.)
Sec. 17.01(e) A petition in bankruptcy, insolvency, or for reorganization or
arrangement is filed by or against Tenant pursuant to any federal or state
statute (and, with respect to any such petition filed against it, Tenant fails
to secure a stay or discharge thereof within sixty (60) days after the filing
of the same.)
Sec. 17.02 -- Remedies of Landlord. Upon the occurrence of any event of
default set forth in Section 17.01, Landlord shall have the following rights
and remedies, in addition to those allowed by law, any one or more of which may
be exercised without further notice to or demand upon Tenant:
Sec. 17.02(a) Landlord may apply the security deposit or re-enter the
Premises and cure any default of Tenant, in which event Tenant shall reimburse
Landlord as additional rent for any costs and expenses which Landlord may incur
to cure such default; and Landlord shall not be liable to Tenant for any loss
or damage which Tenant may sustain by reason of Landlord's action, regardless
of whether caused by Landlord's negligence or otherwise.
Sec. 17.02(b)
(1) Landlord may terminate this Lease as of the date of such default,
in which event: (i) neither Tenant nor any person claiming under
or through Tenant shall thereafter be entitled to possession of
the Premises, and Tenant shall immediately thereafter surrender
the Premises to Landlord; (ii) Landlord may re-enter the
23
28
Premises and dispossess Tenant or any other occupants of the
Premises by any means permitted by law, and may remove their
property, without prejudice to any other remedy which Landlord
may have for possession or arrearages in rent; and (iii)
notwithstanding the termination of this Lease, Landlord may
declare all of the rent which would have been due under this
Lease for the balance of the term to be immediately due and
payable, whereupon Tenant shall be obligated to pay the same to
Landlord, together with all loss or damage which Landlord may
sustain by reason of such termination, it being expressly
understood and agreed that the liabilities and remedies specified
in this subsection (B)(1) of Section 17.02 shall survive the
termination of this Lease; or
(2) Landlord may, without terminating this Lease, re-enter the
Premises and re-let all or any part of the Premises for a term
different from that which would otherwise have constituted the
balance of the term of this Lease and for rent and on terms and
conditions different from those contained herein, whereupon
Tenant shall be obligated to pay to Landlord as liquidated
damages the difference between the rent provided for herein and
that provided for in any lease covering a subsequent re-letting
of the Premises, for the period which would otherwise have
constituted the balance of the term of this Lease, together with
all of Landlord's costs and expenses for preparing the Premises
for re-letting, including all repairs, tenant finish
improvements, brokers' and attorneys' fees, and all loss or
damage which Landlord may sustain by reason of such re-entry and
re-letting.
Sec. 17.02(c) Landlord may ▇▇▇ for injunctive relief or to recover damages
for any loss resulting from the breach.
Sec. 17.03 -- Default by Landlord and Remedies of Tenant. It shall be a
default under and breach of this Lease by Landlord if it shall fail to perform
or observe any term, condition, covenant or obligation required to be performed
or observed by it under this Lease for a period of thirty (30) days after
notice thereof from Tenant; provided, however, that if the term, condition,
covenant or obligation to be performed by Landlord is of such nature that the
same cannot reasonably be performed within such thirty-day period, such default
shall be deemed to have been cured if Landlord commences such performance
within said thirty-day period and thereafter diligently undertakes to complete
the same. Upon the occurrence of any such default, Tenant may ▇▇▇ for
injunctive relief or to recover damages for any loss resulting from the breach,
but Tenant shall not be entitled to terminate this Lease or withhold or ▇▇▇▇▇
any rent due hereunder.
Sec. 17.04 -- Limitation of Landlord's Liability. If Landlord shall fail to
perform or observe any term, condition, covenant or obligation required to be
performed or observed by
24
29
it under this Lease as provided in Section 17.03 and if Tenant shall, as
a consequence thereof, recover a money judgment against Landlord, Tenant
agrees that it shall look solely to Landlord's right, title and interest
in and to the Building for the collection of such judgment; and Tenant
further agrees that no other assets of Landlord shall be subject to
levy, execution or other process for the satisfaction of Tenant's
judgment and that Landlord shall not be liable for any deficiency.
The references to "Landlord" in this Lease shall be limited to mean and
include only the owner or owners, at the time, of the fee simple interest in
the Building, including Landlord's interest in this Lease. In the event of a
sale or transfer of such interest (except a mortgage or other transfer as
security for a debt), the "Landlord" named herein, or, in the case of a
subsequent transfer, the transferor, shall, after the date of such transfer, be
automatically released from all personal liability for the performance or
observance of any term, condition, covenant or obligation required to be
performed or observed by Landlord hereunder; and the transferee shall be deemed
to have assumed all of such terms, conditions, covenants and obligations, it
being intended hereby that such terms, conditions, covenants and obligations
shall be binding upon Landlord, its successors and assigns, only during and in
respect of their successive periods of ownership during the term of this Lease.
Sec. 17.05 -- Non-Waiver of Defaults. The failure or delay by either party
thereto to exercise or enforce at any time of the rights, remedies or other
provisions of this Lease shall not be construed to be a waiver thereof, nor
affect the validity of any part of this Lease or the right of either party
thereafter to exercise or enforce each and ever such right, remedy or other
provision. No waiver of any default under an breach of this Lease shall be
deemed to be a waiver of any other default and breach. The receipt by Landlord
of less than the full rent due shall not be construed to be other than a
payment on account of rent then due, nor shall any statement on Tenant's check
or any letter accompanying Tenant's check be deemed an accord and satisfaction,
and Landlord may accept such payment without prejudice to Landlord's right to
recover the balance of the rent due or to pursue any other remedies provided in
this Lease. No act or omission by Landlord or its employees or agents during
the term of this Lease shall be deemed an acceptance of a surrender of the
Premises, and no agreement to accept such a surrender shall be valid unless it
is in writing and signed by Landlord.
Sec. 17.06 -- Attorneys' Fees. In the event Tenant defaults in the
performance or observance of any of the terms, conditions, covenants or
obligations contained in this Lease, and Landlord employs one or more attorneys
to enforce all or any part of this Lease, to collect any rent due or to become
due or to recover possession of the Premises, Tenant agrees to reimburse
Landlord for the attorneys' fees incurred thereby, whether or not suit is
actually filed.
25
30
ARTICLE XVIII -- LANDLORD'S RIGHT TO RELOCATE TENANT.
If the Premises contain less than two thousand five hundred (2,500) square
feet of leasable area, Landlord shall have the right, at its option, upon at
least thirty (30) days' prior written notice to Tenant, to relocate Tenant and
to substitute for the Premises described herein other space in the Building
containing at least as much leasable area as the Premises. Such substituted
space shall be improved by Landlord, at its expense, with improvements at least
equal in quantity and quality to those in the Premises. Landlord shall pay all
reasonable expenses incurred by Tenant in connection with such relocation,
including but not limited to costs of moving, door lettering, telephone
relocation and reasonable quantities of new stationery. Upon completion of the
relocation, Landlord and Tenant shall amend this Lease to change the
description of the Premises and any other matters pertinent thereto.
ARTICLE XIX -- NOTICE AND PLACE OF PAYMENT.
Sec. 19.01 -- Notices. Any notice required or permitted to be given under
this Lease or by law shall be deemed to have been given if it is written and
delivered in person or mailed by Registered or Certified mail, postage prepaid,
to the party who is to receive such notice at the address specified in Item M
of the Basic Lease Provisions. When so mailed, the notice shall be deemed to
have been given as of the date it way mailed. The address of a party specified
in Item M of the Basic Lease Provisions may be changed by giving written notice
thereof to the other party.
Sec. 19.02 -- Place of Payment. All rent and other payments required to be
made by Tenant to Landlord shall be delivered or mailed to Landlord's
management agent at the address specified in Item M of the Basic Lease
Provisions or at any other address which Landlord may specify from time to time
by written notice given to Tenant.
ARTICLE XX -- MISCELLANEOUS GENERAL PROVISIONS.
Sec. 20.01 -- Definition of Rent. Any amounts of money to be paid by Tenant
to Landlord pursuant to the provisions of this Lease, whether or not such
payments are denominated "rent" or "additional rent" and whether or not they
are to be periodic or recurring, shall be deemed "rent" or "additional rent"
for purposes of this Lease; and any failure to pay any of the same as provided
in Section 17.01 hereof shall entitle Landlord to exercise all of the rights
and remedies afforded hereby or by law for the collection and enforcement of
Tenant's obligation to pay rent. Tenant's obligation to pay any such rent or
additional rent pursuant to the provisions of this Lease shall survive the
expiration or other termination of this Lease and the surrender of possession
of the Premises after any hold over period.
26
31
Sec. 20.02 -- Consents and Approvals. Whenever in this Lease Tenant is
entitled to exercise some right or option with the prior written consent or
approved of Landlord, such consent or approval shall not be unreasonably
withheld or delayed.
Sec. 20.03 -- Estoppel Certificate. Tenant shall, within ten (10) days
following receipt of a written request from Landlord, execute, acknowledge and
deliver to Landlord or to any lender or purchaser or prospective lender or
purchaser designated by Landlord a written statement certifying (i) that this
Lease is in full force and effect and unmodified (or, if modified, stating the
nature of such modification), (ii) the date to which rent has been paid, and
(iii) that there are not, to Tenant's knowledge, any existing defaults (or
specifying such defaults if any are claimed). Tenant's failure to deliver such
statement within such period shall be conclusive upon Tenant that this Lease is
in full force and effect and unmodified, and that there are no existing
defaults on the part of Landlord hereunder.
Sec. 20.04 -- Payment of and Indemnification for Leasing Commissions. Each
party hereby acknowledges, represents and warrants to the other party that the
only real estate broker or brokers involved in the negotiation and execution of
this Lease is that, or are those, named in Item L of the Basic Lease
Provisions; that Landlord is obligated to pay to it or for their benefit a
leasing commission under its Leasing Agreement with _____________________; and
that no other broker or person is entitled to any leasing commission or other
compensation as a result of the negotiation or execution of this Lease. Each
party shall indemnify the other party and hold it harmless from any and all
liability for the breach of any such representation and warranty on its part
and shall pay any compensation to any other broker or person who may be deemed
or held to be entitled thereto. If Tenant engages the services of a broker
with regard to the renewal or extension of this Lease, Tenant shall be
obligated to pay the same.
Sec. 20.05 -- Governing Law. This Lease is being executed and delivered by
Landlord in the State of Ohio and shall be governed, construed and enforced in
accordance with the laws of that state.
Sec. 20.06 -- Complete Agreement; Amendments. This Lease, including all
Exhibits, Riders and Addenda, constitutes the entire agreement between the
parties hereto; it supersedes all previous understandings and agreements
between the parties, if any, and no oral or implied representation or
understandings shall vary its terms; and it may not be amended expect by a
written instrument executed by both parties hereto.
Sec. 20.07 -- Successors and Assigns. This Lease and the respective rights
and obligations of the parties hereto shall inure to the benefit of and be
binding upon the successors and assigns of the parties hereto as well as the
parties themselves, except as otherwise provided in Section 17.04 and elsewhere
in this Lease.
27
32
Sec. 20.08 -- Severability of Invalid Provisions. If any provision of this
Lease shall be held to be invalid, void or unenforceable, the remaining
provisions hereof shall not be affected or impaired, and such remaining
provisions shall remain in full force and effect.
Sec. 20.09 -- Definition of the Relationship between the Parties.
Landlord shall not, by virtue of the execution of this Lease or the
leasing of the Premises to Tenant, become or be deemed a partner of or
joint venturer with Tenant in the conduct of Tenant's business on the
Premises or otherwise.
Sec. 20.10 -- Certain Words, Gender and Headings. As used in this Lease, the
word "person" shall mean and include, where appropriate, an individual,
corporation, partnership or other entity; the plural shall be substituted for
the singular and the singular for the plural, where appropriate; and words of
any gender shall include any other gender. The topical headings of the several
paragraphs of this Lease are inserted only as a matter of convenience and
reference, and do not affect, define, limit or describe the scope or intent of
this Lease.
Sec. 20.11 -- Quiet Enjoyment. Except as provided in Article XVIII, hereof
to the extent that it may be applicable, if and so long as Tenant pays the
prescribed rent and performs or observes all of the terms, conditions,
covenants and obligations of this Lease required to be performed or observed by
it hereunder, Tenant shall at all times during the term hereof have the
peaceable and quiet enjoyment, possession, occupancy and use of the Premises
without any interference from Landlord or any person or persons claiming the
Premises by, through or under Landlord, subject to any mortgages, underlying
leases or other matters of record to which this Lease is or may become subject.
ARTICLE XXI -- ADDITIONAL PROVISIONS.
Additional provisions of this Lease, if any, are set forth in an Addendum to
this Lease which is attached hereto and made a part hereof. Such additional
provisions are as follows:
28
33
RENT SCHEDULE
-------------
MAY 1, 1996 - DECEMBER 31, 1996 = $2,870 per Month
JANUARY 1, 1997 - SEPTEMBER 30, 2000 = $3,080 per Month
Landlord agrees to begin new rent schedule at the date of occupancy or at which
date the Premises are ready to be occupied, whichever occurs first, and to
adjust the above rental schedule if occupancy is later than May 1, 1996.
Landlord also agrees to prorate the rent for the last month of the lease.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day
and year first above written.
Witnesses as to Landlord: LANDLORD:
▇▇▇▇▇▇ INVESTMENTS CO.
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇
------------------------------- ----------------------------
------------------------------- -------------------------------
(Printed Name) (Printed Name)
Its:
------------------------------- ---------------------------
-------------------------------
(Printed Name)
Witnesses as to Tenant: TENANT:
TEAM AMERICA CORPORATION
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------- ----------------------------
------------------------------- -------------------------------
(Printed Name) (Printed Name)
Its:
------------------------------- ---------------------------
-------------------------------
(Printed Name)
29
34
STATE OF :
-----------
COUNTY OF : SS
----------
On this ______ day of ___________, 19 ____, before me personally appeared
___________________________ of ____________________________________________,
who acknowledged that he/she did sign the foregoing Lease Agreement for and on
behalf of ______________________ as ______________________________ thereof, and
that the same is his/her free and voluntary act and deed for the uses and
purposes mentioned herein.
-----------------------------
Notary Public
STATE OF :
-----------
COUNTY OF : SS
----------
On this _____ day of ___________, 19 ____, before me personally appeared
______________________ of ______________________________ who acknowledged that
he/she did sign the foregoing Lease Agreement for and on behalf of
_______________________, and as ____________________________ thereof, and that
the same is his/her free and voluntary act and deed for the uses and purposes
mentioned herein.
-----------------------------
Notary Public
30
35
EXHIBIT A
BUILDING RULES AND REGULATIONS
Tenant agrees that it, its agents, employees, invitees and visitors will
observe and comply with the following:
1. Landlord agrees to furnish Tenant with two (2) sets of building keys and
two (2) sets of suite keys. No additional locks or bolts of any kind will be
placed on doors or windows by Tenant nor will any changes be made in existing
locks or the mechanism thereof without Landlord's permission. Tenant will, upon
termination of its tenancy, restore all keys to Landlord. If a lock is to be
changed; Tenant shall contact Landlord and Landlord shall make said change at
Tenant's expense.
2. Tenant will refer all contractors, contractor's representatives and
installation technicians, rendering any service on or to the lease premises for
Tenant, to Landlord for Landlord's approval before performance of any
contractual service. This provision shall apply to all work performed in the
Building including installation of telegraph equipment, electrical devices, and
attachments and installations of any nature affecting floors, walls, woodwork,
trim, windows, ceilings, equipment of any physical portion of the Building.
3. No Tenant shall at any time occupy any part of the Building as sleeping
or lodging quarters.
4. Tenant shall not place, install or operate on the leased premises or in
any part of the Building, any engine, stove or machinery, or conduct mechanical
operations or ▇▇▇▇ thereon or therein, or place or use in or about the leased
premises any explosives, gasoline, kerosene, oil, acids, caustics, or any
inflammable, explosive, or hazardous material without written consent of
Landlord.
5. Landlord will not be responsible for lost or stolen personal property,
equipment, money or jewelry from Tenant's area or public restrooms regardless of
whether such loss occurs when area is locked against entry or not.
6. No bicycles, vehicles or animals of any kind shall be brought into or
kept in or about the building.
7. Tenant shall not contract with Landlord's employees to render services
of any kind.
31
36
8. None of the entries, passages, doors, elevators, hallways or stairways
shall be blocked or obstructed, or any rubbish, litter, trash or material of any
nature placed, emptied or thrown into these areas, or such areas be used at any
time except for access or egress by Tenant, Tenant's agents, employees, or
invitees.
9. No person shall disturb the occupants of the Building by the use of any
musical instruments, the making of unseemly noise, or any unreasonable use.
10. Nothing shall be thrown out of the windows of the Building, or down the
stairways or other passages.
11. Movement in or out of the Building of furniture or office supplies and
equipment, or dispatch or receipt by Tenant of any merchandise or materials,
which requires use of elevators or stairways, or movement through the Building
entrances or lobby, shall be restricted to hours designated by Landlord. All
such movement shall be under supervision of Landlord and carried out in the
manner agreed between Tenant and Landlord by prearrangement before performance.
Such prearrangement will include determination by Landlord of time, method, and
routing of movement and limitations imposed by safety or other concerns which
may prohibit any article, equipment or any other item from being brought into
the Building. Tenant assumes, and shall indemnify Landlord against, all risks
and claims of damages to persons and properties arising in connection with any
said movement.
12. The Landlord shall not be liable for any damages from the stoppage of
elevators for necessary or desirable repairs or improvements, or delays of any
sort or duration in connection with the elevator service.
13. No awnings or other projections shall be attached to the outside walls
of the Building and no curtains, blinds, shades or screens will be used in
connection with any window of the demised premises without the written consent
of Landlord.
14. No advertisement or other lettering will be exhibited, inscribed,
painted, or affixed on the outside or inside of the Building without the
written consent of Landlord. In the event of the violation of the foregoing,
Landlord may remove same without any liability and at the expense of Tenant.
Interior signs on doors will be painted or affixed by Landlord at the expense
of Tenant and shall be of a size, color and style acceptable to Landlord.
15. No space in the Building will be used for manufacturing, for the storage
of merchandise or for the sale from the demised premises of merchandise, goods,
or property of any kind.
32
37
16. The requirements of Tenant will be attended to only upon notification of
the Tenant Services Division Office.
17. Canvassing, soliciting, and peddling in the Building is prohibited and
the Tenant shall cooperate to prevent the same.
18. No recreation vehicle of any type (re: bus, mobile home, boat, camper,
trailer, etc.) shall be parked in the parking lot surrounding the Building. In
the event of violation of the foregoing, Landlord may remove same without any
liability and at the expense of Tenant.
19. Tenant shall notify Landlord's Tenant Services Division Office of its
intent to park any passenger vehicle in the parking area surrounding the
Building for longer than forty-eight (48) hours. In notifying the Landlord,
Tenant shall provide a description of the vehicle, i.e. make, model, color and
license number, and the approximate length of time said vehicle will be on the
premises. No vehicle shall remain on the premises longer than seven (7) days.
20. Tenant hereby agrees that if at any time during the term of this Lease
it adopts a policy that no smoking is permitted by Tenant of Tenant's agents or
employees within the Premises, then Tenant shall provide a designated area
within the Premises with adequate ventilation and fire safety equipment in
which smoking may take place. Tenant hereby acknowledges that such a
designated smoking area is necessary and reasonable to prevent smoking in
unauthorized areas of the Building in violation of relevant fire and safety
laws and regulations and prevent fire hazards within the Premises.
It is the Landlord's desire to maintain in the Building the highest standard
of dignity and good taste consistent with comfort and convenience for Tenants.
Any action or condition not meeting this high standard should be reported
directly to Landlord. Your cooperation will be mutually beneficial and
sincerely appreciated. The Landlord reserves the right to make such other and
further reasonable rules and regulations as in its judgment may from time to
time be needful, for the safety, care and cleanliness of the lease premises,
and for the preservation of good order therein.
33
38
EXHIBIT A-1
CASCADE VII
LEGAL DESCRIPTION - LOT 2
Situated in the State of Ohio, County of Franklin, City of Worthington and
being ▇▇▇ ▇▇. ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Center of Record in Plat Book 52, Page 30,
Recorders Office Franklin County, Ohio, excepting a portion of Lot 2, said
exception being more particularly described as follows:
Beginning at a point at the northwesterly corner of Lot No. 2, also being
the northeasterly corner of Lot No. 1:
Thence S86# 47'16"E along the northerly line of Lot No. 2, 30.29 feet
to an iron pin;
Thence S03# 11'16W along the westerly line of Lot No.2, 211.01 feet
to a point;
Thence N86# 48'44W and parallel to the northerly Right of Way line of
▇▇▇▇▇▇ Bridge Road and 45.00 Feet northerly therefrom, 30.29 feet to a point in
the westerly line of Lot No.2;
Thence N03# 11'16W along the westerly line of Lot No. 2, 211.02 feet
to the place of beginning containing 0.146 acres.
34
39
EXHIBIT B
PREMISES
[Graphic Omitted]
35
40
EXHIBIT C
PREMISES
[Graphic Omitted]
36